This paper deals with the wrought relationship between psychoanalysis and feminism, broadly defined. Tracing the trajectory in which psychoanalysis leads feminism from sexuality to sexual difference then to the Phallus and the ideology of femininity, the paper takes on these ‘f-words'—femininity and ‘f-allus’, Freud and Foucault—to foreground an unacknowledged challenge of Judith Butler by Toril Moi in 1999. In this paper, I read Freud closely and demonstrate that although Freud's theory of cure is obscured by the turn to the Phallus (...) and the ideology of femininity, its language of fantasy, sexuality, desire and the unconscious remain important concepts for feminism of the new millennium. On the other hand, critiques of ‘empire of the Phallus’ such as the French feminists’ affirmation of femininity and Judith Butler's concept of ‘lesbian Phallus’ only reproduce the master's system. Butler's misreading of Freud's ‘tooth’ and Lacan's ‘eyes’ as the Phallus shows that ‘inversion, subversion and rebellion’ by reversal or negation often leads to repetition without difference. In conclusion, I introduce Joan Copjec's critique of Foucaultian historicism and Toril Moi's turn to ordinary language philosophy to propose a new psychoanalytic feminism that can have sex without the Phallus. (shrink)